Contentful Enterprise Customer Agreement

Thank you for using the Contentful Services (as defined below), a cloud-based content management services platform that allows users to upload, manage and publish, using Contentful APIs, content to the Web. Before reading this Contentful Enterprise Customer Agreement (this “Agreement”), we strongly encourage you to read the FAQ to familiarize yourself with the Contentful Services.

BY ACCEPTING THIS CONTENTFUL ENTERPRISE CUSTOMER AGREEMENT (THIS “AGREEMENT”) OR USING THE CONTENTFUL SERVICES, THE ENTITY IDENTIFIED AS THE CUSTOMER IN THE APPLICABLE SERVICE ORDER (“CUSTOMER”) AGREES TO THESE TERMS AND CONDITIONS WITH CONTENTFUL INC (“CONTENTFUL”). YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT.

1. Definitions

The following terms, when used in this Agreement will have the following meanings:

“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Contentful Services” means the SaaS-based content management and publication services, programs, functions and platform provided by Contentful to Customer (including the Contentful APIs, Documentation and technical support that may be made available by Contentful to Customer in connection with such services), and subsequent updates or upgrades of any of the foregoing made generally available by Contentful.

“Customer Content” means content and other material supplied or made available to Contentful by Customer (or, if Customer is an agency, Customer’s clients for which Customer is an agency of record) through the use of or access to the Contentful Services.

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Contentful for the Contentful Services.

“Service Order” means a service order, quote or other similar document that sets forth the specific Contentful Services and pricing therefor, and that references this Agreement and is mutually executed by the parties.

2. Contentful Services

2.1 Provision of Services

Subject to the terms and conditions of this Agreement and the Contentful Acceptable Use Policy (the “AUP”), Contentful will use commercially reasonable efforts to make the Contentful Services available to Customer pursuant to this Agreement and the applicable Service Order, and hereby grants Customer a non-exclusive right to access and use the Contentful Services to manage Customer Content, including the right to write and execute software applications or websites (“Customer Applications”) that interface with the Contentful Services. If Customer is an agency, such rights may, as agreed by the parties, be restricted to access and use on behalf of only certain Customer clients. Contentful will provide the Contentful Services in accordance with the Service Level Agreement and the Security Standards, each of which are hereby incorporated by reference herein.

2.2 Customer Limitations

The rights granted herein are subject to the following restrictions (the “License Restrictions”): (a) Customer will not reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Contentful Services; (b) Except for Customer Applications that use the Contentful Services, Customer will not transfer, distribute, resell, lease, license, or assign Contentful Services or otherwise offer the Contentful Services on a standalone basis, and, without limiting the foregoing, if Customer is an agency, Customer will only use the Contentful Services on behalf of its clients of which Customer is an agency of record and which have authorized Customer to use the Contentful Services on behalf of such clients within the scope of Customer’s other bona fide agency responsibilities for such clients; (c) Customer will not (nor will it permit any third party to) use Contentful Services in any manner that violates Contentful’s AUP (or any other term of this Agreement); (d) Customer will not otherwise use the Contentful Services outside the scope expressly permitted hereunder and in the applicable Service Order; and (e) Customer will ensure that its users do not use temporary email addresses or share user accounts among multiple individuals, and Customer will permit Contentful to terminate the accounts of any users that violate this Agreement or the AUP.

2.3 Customer Responsibilities

Customer will (a) be responsible for all use of the Contentful Services and Documentation under its account (whether or not authorized), (b) be solely responsible for the accuracy, quality, integrity and legality of Customer Content and Customer Application(s), (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Contentful Services and Documentation and notify Contentful promptly of any such unauthorized access or use and (d) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Contentful Services, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, or to use the current version of the APIs made available by Contentful or, if Customer chooses to use any of the software development kits made separately available by Contentful (“SDKs”) made separately available by Contentful, the current version of such SDKs, and Contentful will have no liability for such failure (including under any service level agreement, if applicable). With Customer’s permission (which may be by email or other reasonable means), Contentful may log into user accounts in order to debug the Contentful Services.

2.4 API Changes

Customer acknowledges that Contentful may change, deprecate or republish APIs for any Contentful Services or feature of the Contentful Services from time to time, and that it is Customer’s responsibility to ensure that calls or requests Customer makes to the Contentful Services are compatible with then-current APIs for the Contentful Services. Although Contentful endeavors to avoid changes to its APIs or Contentful Services that are not backwards compatible, if any such changes become necessary Contentful will endeavor to notify Customer at least thirty (30) days prior to Contentful’s implementation of any such incompatible changes to the Contentful Service of which it becomes aware.

2.5 Affiliates

Any Affiliate of Customer will have the right to enter into a Service Order executed by such Affiliate and Contentful and this Agreement will apply to each such Service Order as if such Affiliate were a signatory to this Agreement. With respect to such Service Orders, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Service Order is a separate obligation of the Customer entity that executes such Service Order, and no other Customer entity has any liability or obligation under such Service Order.

3. Fees

3.1 Fees

Customer will pay Contentful the fees set forth in the Service Order, which will include a recurring subscription fee and potentially other fees depending on the Contentful Services set forth therein. In addition, the Service Order may also include additional usage fees for use of the Contentful Services above the volume threshold(s) set forth therein.

3.2 Payment

Except as otherwise specified herein or in any applicable Service Order (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable, except as expressly set forth herein.

3.3 Net of Taxes

All applicable use, sales and other similar taxes and government charges will be payable by Customer. Customer will not withhold any taxes from any amounts due to Contentful.

4. Proprietary Rights and Confidentiality

4.1 Contentful’s Ownership Rights

As between the parties, Contentful exclusively owns all right, title and interest in and to the Contentful Services. Except for the express rights granted hereunder, Contentful reserves all rights, title and interests in and to the Contentful Services and Contentful’s Confidential Information.

4.2 Contentful Marks

Contentful hereby grants Customer a non-transferable, non-sublicensable, non-exclusive license during the term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of Contentful (each, a “Contentful Mark”) for the purpose of promoting or advertising that Customer uses the Contentful Services. In using Contentful Marks, Customer may not: (a) display a Contentful Mark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Contentful; (b) use Contentful Marks to disparage Contentful or its products or services; or (c) display a Contentful Mark on a site that violates any law or regulation. Furthermore, Contentful may modify any Contentful Marks at any time, and upon notice, Customer will use only the updated Contentful Marks. Other than as permitted in this Section, Customer may not use any Contentful Marks without prior written consent. All use of the Contentful Marks will be subject to any trademark usage guidelines that Contentful may provide from time to time, and Customer will conduct its business in a professional manner that reflects favorably on the goodwill and reputation of Contentful.

4.3 Feedback

Customer may from time to time provide Contentful suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Contentful Services. Contentful will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Contentful will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

4.4 Customer Content

As between the parties, the Customer Content and Customer Applications will be owned by Customer (or, if Customer is an agency, Customer’s client(s)). Customer hereby grants to Contentful a non-exclusive, worldwide license to copy, distribute and use Customer Content only in connection with providing the Contentful Services.

4.5 Confidentiality

Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

4.6 Aggregated Information

Notwithstanding anything to the contrary, Contentful shall have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the Contentful Services and shall be free (during and after the term hereof) to (i) use such data and other information to develop and improve the Contentful Services and other Contentful offerings, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

5. Warranties and Disclaimers

5.1 Contentful

Contentful warrants that it will, consistent with prevailing industry standards, maintain the Contentful Services in a manner which minimizes errors and interruptions in the Contentful Services and perform the Contentful Services in a professional and workmanlike manner.

5.2 Customer

Customer warrants that it has the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the Customer Applications and Customer Content in connection with the Contentful Services as contemplated herein. Without limiting the foregoing, if Customer is an agency, it warrants that it has been granted the necessary rights from its client(s) to use the Contentful Services and Customer Content related to such client(s) on such client(s)’ behalf.

5.3 DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

5.4 BETA SERVICES

FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH CONTENTFUL WHERE CUSTOMER GETS TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA SERVICES”) OFFERED BY CONTENTFUL. THE BETA SERVICES ARE NOT GENERALLY AVAILABLE, MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTSM, AND ARE PROVIDED “AS IS”. CONTENTFUL DOES NOT PROVIDE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR CONTENTFUL MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA SERVICES AT ANY TIME.

6. Indemnification

6.1 Indemnification by Contentful

Contentful will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Contentful Services as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against (or any settlement approved by Contentful) Customer in connection with any such Claim; provided that (a) Customer will promptly notify Contentful of such Claim, (b) Contentful will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Contentful may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Contentful in connection therewith. If the use of the Contentful Services by Customer has become, or in Contentful’s opinion is likely to become, the subject of any claim of infringement, Contentful may at its option and expense (i) procure for Customer the right to continue using and receiving the Contentful Services as set forth hereunder; (ii) replace or modify the Contentful Services to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate this Agreement and provide a pro rata refund of any prepaid fees for unearned Contentful Services. Contentful will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the Contentful Services by Customer not in accordance with this Agreement; (C) modification of the Contentful Service by any party other than Contentful without Contentful’s express consent; (D) Customer Content or Customer Applications or (E) the combination, operation or use of the Contentful Services with other applications, portions of applications, product(s) or services where the Contentful Services would not by themselves be infringing (clauses (A) through (E), “Excluded Claims”). This Section states Contentful’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

6.2 Indemnification by Customer

Customer will defend Contentful against any Claim made or brought against Contentful by a third party arising out of the Excluded Claims or Customer’s failure to comply with Contentful’s Acceptable Use Policy, and Customer will indemnify Contentful for any damages finally awarded against (or any approved settlement) Contentful in connection with any such Claim; provided that (a) Contentful will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Contentful’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Contentful of all liability) and (c) Contentful reasonably cooperates with Customer in connection therewith.

7. Limitation of Liability

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR A BREACH OF CONFIDENTIALITY OR THE LICENSE RESTRICTIONS, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SERVICE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.

8. Term and Termination

8.1 Term

The term of this Agreement will commence on the Effective Date of the initial Service Order or, if signed at a later date than the Effective Date of the Service Order, the date of the last signature of either party (“Subscription Effective Date”). The term continues until terminated as set forth below. The initial term of each Service Order will begin on the Subscription Effective Date of such Service Order and will continue for the subscription term set forth therein. Except as set forth in such Service Order, the term of such Service Order will automatically renew for successive renewal terms equal to the length of the initial term of such Service Order, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

8.2 Termination

Each party may terminate this Agreement upon written notice to the other party if there are no Service Orders then in effect. Each party may also terminate this Agreement upon written notice in the event (a) the other party commits any material breach of this Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. Contentful may also suspend any Contentful Services immediately upon notice (i) if Customer violates (or gives Contentful reason to believe it has violated) any provision of the Acceptable Use Policy; or (ii) if Contentful reasonably determines that its provision of any of the Contentful Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason.

8.3 Survival

Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

9. General

9.1 Insurance

Contentful shall, during the term of this Agreement, maintain in force the following insurance coverage at its own cost and expense: (a) Statutory Worker’s Compensation and Employer’s Liability as required by state law with a minimum limit of $500,000 each accident / $500,000 each disease / $500,000 policy limit per occurrence, Disability and Unemployment Insurance, and all other insurance as required by law and as customarily maintained in Contentful’s industry for all Contentful employees performing Services hereunder, including Employer’s Liability Insurance with limits of no less than $500,000 per occurrence, or any amount required by applicable law, whichever is greater; (b) Commercial General Liability, on an occurrence basis, including premises-operations, product completed-operations, broad form property damage, contractual liability, independent contractors and personal liability, with a minimum combined single limit of $2,000,000 per occurrence; and (c) Professional Errors and Omissions coverage covering the Services rendered in this Agreement, with coverage limits of not less than $2,000,000 per claim or per occurrence/$2,000,000 aggregate, placed either on an “occurrence” basis or on a “claims made” basis.

9.2 Export Compliance

Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Contentful Services.

9.3 Publicity

Customer agrees that Contentful may refer to Customer’s name and trademarks in Contentful’s marketing materials and website; however, Contentful will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).

9.4 Assignment; Delegation

Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. In addition, Customer agrees that Contentful may have any of its obligations performed through an Affiliate of Contentful, provided that Contentful will remain responsible for its obligations hereunder and will be liable for such Affiliate’s performance as if it were Contentful. Contentful may assign receivables under this Agreement for purposes of debt collection and financing arrangements. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

9.5 Amendment; Waiver

No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

9.6 Relationship

Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

9.7 Unenforceability

If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

9.8 Governing Law

This Agreement will be governed by the laws of the State of New York, USA, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of New York, New York, USA, and the parties hereby consent to the personal jurisdiction of these courts.

9.9 Notices

Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Customer must be sent to the email or other address set forth in the applicable Service Order. Notices to Contentful must be sent to the following address: Contentful Inc., 101 Montgomery Street, Suite 2050, San Francisco, CA 94104, Attn: Legal.

9.10 Entire Agreement

This Agreement comprises the entire agreement between Customer and Contentful with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Contentful, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

9.11 Force Majeure

Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

9.12 Government Terms

Contentful provides the Contentful Services, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer (or any of its customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Contentful Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Contentful Services were developed fully at private expense.

9.13 Interpretation

For purposes hereof, “including” means “including without limitation”. All dates and times set forth in this Agreement, any Service Order or any related document are in relation to Greenwich Mean Time (GMT), unless otherwise specified.

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